


Bumblebee's Adventures on the Nemesis at Night

by DemonMamoru, hiddles18



Category: Transformers - All Media Types, Transformers: Prime
Genre: AU alternate universe where Bumblebee joined the Decepticons, Knockout x Bumblebee, M/M, Smut, Sticky Sex, There needs to be at least one fix of these two out on the internet, and KO has a voice kink, he still has that smexy-to-die-for voice
Language: English
Status: In-Progress
Published: 2014-03-24
Updated: 2014-08-30
Packaged: 2018-01-16 20:43:30
Rating: Mature
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 3
Words: 13,137
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/1361107
Author URL: https://archiveofourown.org/users/DemonMamoru/pseuds/DemonMamoru, https://archiveofourown.org/users/hiddles18/pseuds/hiddles18
Summary: <blockquote class="userstuff">
              <p>In an alternate universe where Bumblebee joined the Decepticons, and still has his voice, he's a relatively new 'bot on the Nemesis. He becomes restless, and starts walking around the ship, and runs smack dab into Knockout. And then gets an idea on how do deal with his 'problem.' Knockout agrees to help 'cure' him.</p>
            </blockquote>





	1. Bumblebee's Adventures on the Nemesis at Night

**Author's Note:**

> DemonMamoru: I really wanted to write some BBxKO smut, and Hiddles wouldn't do it in the normal universe because Bee killed Megatron, and so I had to suggest an AU where Bee wouldn't kill Megatron to make this happen. And I am extremely happy with the results. Well, I know you guys don't really wanna read the arthur's note, so on with the smut!

**Summary for the Chapter:**

> In an alternate universe where Bumblebee joined the Decepticons, and still has his voice, he's a relatively new 'bot on the Nemesis. He becomes restless, and starts walking around the ship, and runs smack dab into Knockout. And then gets an idea on how do deal with his 'problem.'

**Notes for the Chapter:**

> DemonMamoru: I really wanted to write some BBxKO smut, and Hiddles wouldn't do it in the normal universe because Bee killed Megatron, and so I had to suggest an AU where Bee wouldn't kill Megatron just to make this happen. And I am extremely happy with the results. Well, I know you guys don't really wanna read the author's note, so on with the smut!
> 
> Hiddles18: I will hold a grudge towards Reg. Bumblebee forever for doing that! One does not simply kill Megatron, my poor baby, and get away with it!!! XP

Bee was walking down the hall of the Nemesis late at night. He moved silently, a skill that came with being an advanced scout, as he wandered the hallways. Truth was, he was feeling an ‘itch’, restless, without any cause or reason. He did idly wonder what was wrong with him, and as he wasn’t authorized to leave the Nemesis, he settled for a walk. 

Knockout rounded the corner, on his way to the mess hall, and smacked into the new recruit, bouncing off a dark chassis and landing heavily on his aft. 

“What the frag?!” The medic snarled looking up at the mech who dared to ruin his finish. 

“Oops, sorry Knockout,” Bumble Bee said, reaching down to carefully bring the red medic to his feet. 

The red medic huffed and brushed a servo over his aft, “If you've scratched anything, then you’re buffing it over.” 

The Camaro smirked, “You know, I’d be happy to buff that sweet aft of yours,” he stepped closer to the red mech, “if you ask me nicely,” a lecherous grin was plastered on his face plates, as a black digit was waved back and forth in front of Knockout’s face. 

Knockout sputtered and took a step back, “Excuse me?”

Bee leaned forward, his lips right by Knockout’s white audials, “You heard me,” he whispered in a sultry tone. 

Knockout pulled back slightly, resisting the urge to shudder at the sexy voice Bumblebee was emitting. Reaching a servo around the black and yellow mech, Knockout traced a claw suggestively down Bumblebee’s back all the way to his aft, “And what if I don’t want to ask nicely?” he grinned. 

“Then I’ll just have to punish you, won’t I?” Bee chuckled darkly, nuzzling Knockout’s neck, licking a quick swipe before biting down gently. 

Knockout did shudder then, and gripped Bee’s frame tighter, “Well, hopefully in a more suitable place than this hallway. Shall we move this to my quarters or yours?” 

“Mine,” Bee almost growled out, soothing the bite with another lick, before stepping away from him. “You know where my quarters are, right? Or do you need to follow me?” he turned away, walking to his quarters, swinging his aft and hips enticingly. 

“I’m right behind you.” 

Knockout grinned lecherously at the view, eagerly following after him, and in no time at all both mechs found themselves outside of Bumblebee’s birth.  Knockout pressed his frame against Bee’s as the yellow and black decepticon hurried to unlock the door, “Having trouble?” Knockout purred nibbling on the neck cables as his servos slid around the mech’s chassis. 

Bee's cooling fans kicked on in answer as he typed in the number to unlock the door, spun, grabbed Knockout, and pushed the red mech inside. Locking the door with one servo, Bumblebee hungrily kissed him and pressed him urgently towards the berth, blunt servos groping and seeking hot spots. 

"Primus, you're revved up!" Knockout gasped in between kisses, a smirk evident on his face. He eagerly returned the mech's passion, caressing his glossa over the other's while his servos wandered over Bumblebee's sleek frame. Knockout felt his legs bump against the side of the berth and let himself be pushed back, taking the black and yellow mech with him. 

"What," a slick glossa pushed into Knockout's mouth, "position," a lick to Knockout's neck cables, "would you prefer?" Bee said, in-between lavishing attention on the medic. 

Knockout threw his helm back and moaned, grinding his panel up into the scout's, and then crying out when sharp dentas bit playfully into his cables, "I don't care, just get on with it and make it good!" His cooling fans roared to life as Bumblebee continued to work the sensitive nodes within his neck, and to return the favor he dug his claws into seams where he knew the mech would be vulnerable and began to massage the wires and nodes deep within. 

Bee's servo's went to Knockout's interface panels, stroking carefully, while leaving a trail of licks and playful bites down his frame, until he reached the heated panels, and began to kiss and lick at the searing metal there. "C'mon, Knockout. Open for me," a sensual voice assaulted Knockout's audials. 

The medic's breath stuttered as a white hot burst of arousal flashed through his frame. Usually Knockout enjoyed teasing his partners to a certain degree, but he could not resist the urge to present himself immediately to the scout and eagerly opened his interface panel.

Bee's palm blocked Knockout's spike from erecting, as he slipped his smallest digit into Knockout's port, carefully searching for nodes to stimulate, checking the amount of lubricant the other was producing. He wanted to frag, but he didn't want to hurt his partners. Although, considering the sounds that the other was letting loose from his vocalizer, he would be surprised if the port wasn't wet already. 

Knockout gripped the berth beneath him as Bumblebee began stretching him open, he couldn't help the bitten back cries or the jolts of his hips as Bee went deeper, touching nodes that had not been touched for quite some time. Panting loudly Knockout managed to gasp out, "Keep talking to me, I want to hear your voice." 

Bee let out a dark chuckle that seemed to resonate around the room. "What would you have me say? How about your tight valve? How soaked my servo is, just from one. Single. Digit?" His finger withdrew, before slamming hard into said valve, a wet sound easily heard. 

Knockout cried out, hissing with pleasure as his valve greedily sucked in the black digit, "Primus, that voice of yours!" he moaned grabbing onto Bee's helm and crashing their lips together as the scout's digit continued to thrust in and out of him. 

Bee smirked into the kiss, and as he couldn't talk, he gave loud moans and mewls, revving his engine to show his approval, and snuck another two digits into his willing partner. 

Knockout's mouth opened and he gasped into Bee's mouth as he was stretched further, his servos clinging to the scout's broad shoulders for support. Lubricant poured from his port and Knockout could feel it sliding down his thighs and coating Bumblebee's servo. The medic busied himself with sucking and licking his way around the other's mouth, giving the occasional nibble to the lips before pulling away and declaring, "I'm ready, let's see that spike of yours now shall we?" 

Bee smiled, not an innocent expression in any way, a click announcing that his own equipment was ready, and let his spike pressurize. It had texture patterns on it, long and thick, mostly black, with some energon blue biolights pulsing in time with his spark beat. It was obvious that Bee was rather proud of his equipment, watching Knockout's reaction smugly as he looked at Bee's spike. 

The medic's eyes widened, "Well, well, you certainly don't disappoint do you?" Knockout licked his lips and eyed the spike hungrily, he would definitely be trying that later, but for now he wanted it pounding into him so hard that he entered a state of oblivion. 

"I hate," Bee said, lining up their arrays, "disappointing mechs and femmes that I LIKE!" on the last word, he shoved his way into Knockout, feeling calipers stretch and strain to adjust to him, florescent purple lubricant slipping down the base. Feeling the medic's hot walls twitch and move, Bee gave a lustful groan, "Slaggit all, you're TIGHT Knockout," he panted. 

Knockout cried out, loud and breathy in satisfaction, "O-oh Primus!" he squeezed his optics shut, gasping hard as he focused on trying to loosen up so Bumblebee could move. "Y-you are bigger than you look, if that's even possible!" Knockout panted, gripping the yellow arms above him tightly. 

"You like?" Bee asked, in a lusciously indecent tone, grinding his hips in a circle, watching Knockout's expression change. 

An embarrassing squeak, that Knockout would later vehemently deny, erupted from his vocalizer as he shuddered underneath Bee. To make up for it he locked his pedes behind the yellow and black mech, and pushed him in further, "What do you think?" he purred squeezing around the thick spike. 

Bee made a sound somewhere between a growl and a sigh, "You feel so slagging good, ahh, if I'd known that you had such an exquisite fit, I'd have stolen you away to frag sooner!" He teased, feeling wet, hot walls convulse around him. 

"Well don't get comfortable," Knockout grinned up at him, "I'm a very versatile mech and I like to switch things up occasionally." 

"So am I," Bee breathed into Knockout's audials, before going down on Knockout to drag his glossa and nip at white audials. 

"Not that I--AH!" Knockout's whole frame jerked, walls spasming around Bumblebee's spike, as his audials were stimulated. They were one of his major hot spots and he didn't know whether to whine for him to stop or beg for him to continue. 

"Want more?" Bee continued, sucking on the tip of an audial, "or would you like me to stop?" 

"M-more, just not so hard!" Knockout breathed. He shifted down on Bumblebee's spike signaling that his port was ready for more stimulation as well. 

Bee became gentler with the mech's audials, instead running his denta and tongue soothingly, and started to pull back from Knockout, liquid splattered on the berth as he moved, before pushing back in agonizingly slow, taking care to stimulate all the nodes that he found triggered a good reaction in Knockout when he had been using his servos. 

"Frag!" Knockout hissed, claws gripping the berth beneath him. For a mech who was originally an autobot, Bee certainly played dirty! 

"Oh, you like that? Gentler is better, huh? I guess the 'bots have some ideals worth keeping," Bee murmured, hilting himself, making sure to brush the ceiling node at the top of Knockout's valve. The scout retracted so far that just the head of his spike was left inside Knockout, then pushed back in a little faster, but being completely and totally mindful of the medics reactions. 

"I-it!" another gentle thrust, "Just feels different when you--oh Primus!" a slow lick up his right audial, "W-when your going so s-slow!" Knockout keened and bucked up against Bee's frame, feeling something totally new from the harsh frags he was used to getting since Breakdown died. 

"Different GOOD?" Bee asked, increasing his pace slightly, but still hitting every sensitive node on the inside of Knockout that he could. 

"Yeah, different good." Knockout smiled pushing back to meet his thrusts. His claws traced over Bumblebee's armor and dipped into seams, mapping out the scouts’ body as his glossa plunged into the mech's mouth, sucking on his glossa. 

Bee felt his helm moved by a clawed servo, and then his mouth kissed by Knockout. Bee keened into the medic, and sped up his thrusts, his intakes uneven and becoming wild as their coupling continued, sucking wet sounds audible each and every time they moved together. 

"I hope you're not thinking of finishing, because I'm not done with you just yet~" Knockout replied huskily in-between gasps as Bee pounded steadily into him. Without any warning the medic flipped them over, rolling to the side so that he was now on top of the scout, still impaled on his spike. Taking Bumblebee's thick member deeper, Knockout groaned and rested his servos on the dark chassis beneath him, "I know you can go harder than this and while I admit that gentleness has a certain appeal," Knockout rose and fell sharply, grinding down on Bee's spike, "I would much rather have it rough!" 

Bee smirked up, and grasped at the waist of the red mech, helping to raise him up, and then drop him down hard on his spike, while thrusting his hips up to meet Knockout on the way down. "Is this better?" Bee purred. 

"Much!" Knockout approved as he set a vicious pace with Bumblebee, moaning and gasping as the scout successfully hit the nodes deep within him and brought him closer to the edge. 

"Mmm," Bee agreed, the sound making both of their frames vibrate, still dropping Knockout onto his spike, feeling each and every part of his spike being surrounded by Knockout. 

Knockout leaned down and began biting his way up Bumblebee's neck cables, drawing a hint of energon here and there before licking it away with his warm glossa. He wouldn't last much longer and he wanted to drive Bee crazy, pushing him to the brink of overload. Tightening his port, he grabbed the scout's shoulders and ravished his mouth again, this time revving his engine hard, creating vibrations that ran through his entire frame so that Bumblebee could feel it as well. 

Bee moaned at the sudden onslaught of pleasure from the vibrating mech on top of him, the slight pain of a bite making him arch up, and yell out, and retaliated by upping the pace, going as hard as he could, feeling his abdomen tighten in pre-overload. 

The medic grinned and clung to the arms holding him as he was forcefully pushed up and down Bee's spike, overload closing in.

A few more thrusts, and Bee hilted himself as deeply as he could inside Knockout, shouting in glorious overload, jet after jet of transfluid searing the valve squeezing his spike. 

The shiny red mech threw his helm back with a shout as Bumblebee buried himself deep within him and filled his port with transfluid. His overload ripped through his body, leaving him a shivering mess atop Bee as he struggled to regain control over his systems. 

Hot armor popped and settled as both mechs drew in air to cool themselves down, Bee panted heavily, the overload hitting him harder than he thought it would. He raised a servo to Knockout's helm, stroking the pointy audials carefully, "Are you alright?" 

Knockout collapsed onto Bumblebee's chassis and mumbled something unintelligible into the armor, servos reaching down to hold Bee's own within his. 

Bee laughed, and retracted his spike, fluids dribbling out of Knockout's valve, covering them both, but he paid it no mind. They could clean up later. He nuzzled the red helm by his, and started stroking Knockout's back to lull him into recharge. 

The medic sighed and relaxed under his ministrations but just as Bumblebee thought the medic had drifted into recharge the red mech bolted up, "Oh no you don't! We are getting clean before we sleep, I cannot stand dried fluids, it's a glitch to get off my paint!" Knockout rolled off the bed and onto his pedes pulling Bee up with him. 

Bee let himself be pulled up, and let Knockout pull him into the wash racks. 

"If your a good bot for me I might be persuaded to give you a reward~" Knockout grinned over his shoulder at Bee, optics bright with amusement. 

"But I'm not a good bot," a crooked smile plastered itself on Bee's face plates. 

Knockout smirked and yanked Bumblebee into the racks, the door locking firmly behind them.


	2. Escapades on the Autobot Base.

**Summary for the Chapter:**

> Bee and Knockout have been captured by the autobots! However shall they pass the time?

Bee's optics flickered online, slowly taking in his surroundings. It was dark. He pulled on his servos to try and move, but only heard a mild clanging ring when he did. Processor fully booting online, he glanced around, taking notice that he was lying on a plain berth, with his servos chained above him. So, he was captured by the autobots after being rendered unconscious in a cave within their mine. Shaking himself fully awake, he raised his helm up and noticed that there were no security cameras, none that he could see at least. He tuned his audials in, and couldn't hear anyone coming, heard nothing but silence, and then started running self-diagnostics in case his audials had been damaged.

"Oh I wouldn't bother with that Bee; you’re fit as a fiddle!" A cheerful voice floated over from the darkened corner behind the bot. A familiar red medic stepped into the light provided by a single bulb hanging overhead, optics glowing in amusement.

"Knockout! What happened?" Bee let his mask down, his expression turning from guarded into confused. "…I got conked out, didn't I?" he wiggled, trying to sit up on the berth. However, due to the position of his servos being cuffed, he didn't accomplish much other than shuffling around before giving up with a huff of his ex-vents.

"Yes, you did, nice to see that you remember by the way, it's a good sign that your processor isn't damaged. I believe you have that big green fellow to thank for that considerable sized dent on your helm, it seems he holds quite the grudge." Knockout smirked, stepping closer, optics roving over the glistening yellow/black frame.

"…What did I do to him again?" Bee asked, going through recent memory files of skirmishes.

Knockout narrowed his optics critically and gripped Bee's face in one servo, "I was referring to you switching sides, hmmm... maybe there's something damaged in there after all."

"Oh. Well, I s'pose I can't fault him too much for that. I'd be pretty torqued off too if the same thing happened," Bee shrugged.

Knockout rubbed a claw across Bumblebee's lip plates and huffed, "Autobot sentiment no doubt. You'd better learn to toughen up, because with the decepticons you'll find that switching sides is a regular occurrence, whether it remains permanent or not." When Bumblebee looked up he caught the worry in Knockout's optics before it disappeared and the red medic straightened up once more. 

"Knockout…if they captured us both…why tie only me up?" One of Bee's optic ridges rose in question.

"Oh, I was tied up I assure you, but I have been captured numerous times over the past couple of centuries, as you may recall, and I've gotten a lot of practice in on the art of escaping." With a deep chuckle the medic straddled the scout and hummed gleefully, "I imagine it will be a good thirty clicks before anyone notices~"

"Then let's hurry up and get out of here!" Bee tried to move again, but only succeeded in squirming under Knockout….optics narrowing when he noticed that the medic’s frame was warm, too warm, from what sitting in a small cell should cause.

"What's the rush? They wouldn't think of looking for me in your cell right away, they'd assume I would have fled and left poor little you behind~" Knockout traced a claw down Bumblebee's chassis savoring the shudder that it produced in the scout's frame.

"R-really?" Bumblebee shuddered, "that would be stupid of 'em. Old bucket head would be more pissed off than a swarm of insecticons if you left a 'con behind that you could've freed," he reasoned, trying to think of a way to get up and out of the base. But not having much success. If it wasn't because of the cuffs, it was because of Knockout sitting on him, sultry field blazing already, hot chassis pressed up against him. Primus, Bee realized he didn't have much of a chance to get away now.

"Obviously, but they don't need to know that, now hush and sit still!" The medic purred before pressing a heated kiss to Bee's mouth, tracing his tongue over the other's lip plates before forcing his way in and sucking on the scout's glossa.

Bee moaned, glossa worming against the others, twisting underneath the red mech. There wasn't much he could do, arms above his head and being straddled prevented him from using his legs. He made another noise into the other’s mouth, this time one of resignation.

Knockout smiled in victory and began grinding down on Bee's spike panel. Cooling fans kicked on as he leaned back and begin nipping down the other's neck, pulling and sucking on sensitive cables.

"Un, Knock-Knockout!" Bee hissed out, before biting his own lip-plates. He didn't know how close the autobots were, and the medic had told him to hush...

Knockout ignored the scout's outburst in favor of licking his way down the yellow and black frame until reaching the overheated spike panel. Opening his own with a quiet snick, he slid his leaking valve over the closed panel, moaning at the stimulation and smearing his purple lubricant over the yellow paint.

As much as he could, which was to say, not very much at all, Bee ground upwards. Not an easy task with a high-end sports model over you, but he did his best, ex-vents seeming extra loud in the small space.

"Calm yourself scout, you'll give away our position~" Knockout chuckled and leaned down to tease his claws around the seams of Bee's panel, "Now, open up for me."

Finally, something he COULD do. His panel slid back, spike rising like a seeker in flight, pre-fluid shining at the tip.

Licking his lips, Knockout's optics brightened at the sight of Bumblebee's glowing array and enveloped the pulsating spike deep within his mouth, moaning at the taste of it. He busied himself with pleasuring his mate while rubbing his valve across the yellow thigh beneath him.

Bee snarled soundlessly, then bit his lip again to prevent more sounds from coming out. His hips shifted up the small distance that they could into Knockout’s mouth, feeling the hot glossa move underneath his spike, intakes imitating the action of a valve.

Finally after taking his fill of Bumblebee's spike, Knockout pulled away with a pop and rose up on his knees. Positioning himself over the glistening rod, the red mech gave Bee a mischievous grin before slowly lowering himself onto the head of it. A groan escaped his lips as he felt the delicious stretch in his valve and he took care to balance himself by bracing his servos on Bumblebee's chassis.

Bee whined, feeling silky, tight and wet heat close around him, maddeningly slowly. Pleasure shot up his struts, making him shiver.

Finally Knockout bottomed out. With a heavy shudder he vented into one servo trying to muffle his reaction. "Primus you’re a big mech!" the medic exclaimed as he pushed up before dropping back down ever so slowly.

"We're about-ah!-the same-argh!-size!" Bee panted out, vents going on high, pouring out huge gusts of heated air as Knockout started to move.

The shiny medic ignored that last comment in favor of dragging his tight valve up and down Bee's spike, increasing his speed and intensity.

"N-no fair! I can't-! Argh! Touch back!" the Camaro half snarled, half moaned, feeling lubricant slip down from his spike onto his paneling and then coat the inside of his thighs.

Knockout chuckled gleefully and leaned forward to swipe his glossa playfully across Bee's lips before plunging in for a gloriously wet and heated kiss. "I'd stop whining if I were you, it only turns me on more~" the medic emphasized as he ground his hips down, circling around the thick spike with a lewd moan.

"You're impossible," the mostly-black mech spat out, but with no malice in his voice. Every single movement of Knockout was perfect, he could feel the flutter of the inner metal-mesh walls, and could see every inch of his spike disappear into the other sports car.

The medic grinned and then focused his entire being to bringing Bumblebee into overload, his own threatening to sweep through him at any minute. It only took a few more thrusts before Knockout felt his frame stiffen. He slammed down on Bee's spike and threw his helm back; muffling his loud shout the best he could as his overload tore through him. He could feel his valve clenching down on the scorching spike deep within him and whimpered at the sensations running through his systems.

Bee felt Knockout grip him like a vice, the last two drops had been so intense. His spark contracted and pulsed faster as he felt mechanisms in his lower body tighten and then snap as overload coursed through his being.

Knockout wasted several precious clicks collapsed on top of Bee, huffing and panting, trying to regulate his breathing and to quiet his vents. When he finally got control over his systems he gingerly pulled himself off of the scout's spike and released the cuffs from around his wrists. Knockout always carried his special lock pick with him, it never failed to get him free no matter what cuffs the autobots used.

Bee rubbed his wrists, helping get the flow of circulation back. "Thanks," he said, and subspaced a cleaning clothe to wipe off his thighs, tucking his spike back away.

"Welcome~" Knockout purred, a satisfied gleam deep within his optics. He didn't have a cloth on him so he made use of the autobot sheets Bee had been laying on and cleaned himself the best he could. Bumblebee's fluid was still deep inside him so he figured he'd have to wait until later to clean himself more thoroughly. He closed his cover, making sure no lubricant or transfluid could be seen on his outer armor.

"Just so you know, I'm getting you back for that," Bee smirked back, confidence ringing in his tone.

"Mmm, I look forward to it!" Knockout grinned, denta sharp and gleaming.

"You won't know when. And I'll wait until you forget about it. It may be weeks, or months from now. But. I will. Get. You. Back," he whispered in a sultry tone, as he leaned away from Knockout, having said this whole exchange so close that he KNEW it would breeze against the medics audials, knowing fully well how sensitive they were.

Knockout shuddered and moaned as Bee pulled away, he could feel his panel heating up again but knew that they needed to move if they wanted to escape. Gripping Bee's servo, he pulled him towards the door, "Well, I managed to break us out of the chains but you will have to guide us out. Think you can manage?" Knockout smirked back at the scout.

"Yeah, no problem."

Knockout followed Bee out of the room, optics looking around the halls and audials strained for any noise that would signal another bot's approach.

::Walk quietly and stay in the shadows. If I say go back, go forward, or stay where you are, do it. I know more about sneaking and scouting than most any 'con or 'bot online, got it?::

::Got it.::

Knockout confirmed then grinned lecherously and commed, ::You're so sexy when you take charge like that~::

::I don't-::

Bee's optics rolled and his optic ridges narrowed ::This isn't the time for that!::

Knockout waited until Bee had stopped just before a corner, the yellow mech listening for any signs of activity before risking a glance around into the new corridor. Knockout took advantage of Bee's distraction to press himself against the scout's back, servo rubbing over the other's aft, ::It's always a good time for 'that'! Besides, I can't help it, you just make me sooo hot~::

The medic reached around with his other servo to play with the scout's chassis.

::Knockout!::

Bee hissed over the comm. However, he couldn't help pressing into the others touch, frame still over-sensitized from their recent activities. Bee generally was never satisfied with only one overload, it usually took up to three before he felt he could normally function again. This, Bee assumed, was one of the factors that drew Knockout to him. ::At least wait until we get out of here!::

::Can't...want you!:: 

Knockout moaned back and rubbed his whole body up against Bee, nibbling at his back struts.

:: You will WAIT! ::

The scout punctuated his statement by harshly gripping Knockout's wrists and holding them away from him. :: And you will hold off UNTIL we get to somewhere where we aren't out in the open! ::

Knockout huffed and withdrew his servos from Bumblebee's grasp, ::Forget it! I'm certain I can find another bot much more willing to satisfy me upon our return!:: He glared at Bumblebee as he passed the scout and headed around the corner making sure to sway his hips enticingly as he went.

Bee's audials were turned up as high as they could go, and was just about to go after the medic when he heard a set of footsteps that WEREN'T Knockout's. ::Damn it Knockout! ::

He snarled over the comm, running silently, :: Run and stay quiet!::

He dragged the medic behind him, and opened the closest door he saw, closing it behind them, and locking them in. He pressed his audial to the door, several tense moments passing before he relaxed, not hearing any pede-steps. :: We're safe. ::

He commed to the medic.

Knockout didn't reply and just quietly looked around the room. It was sparsely furnished with only a desk littered with datapads, a single chair, as well as a couple of bare shelves situated on the stark walls. Curiously the medic stalked closer to the desk and tried to access the pads but unfortunately they were all locked. He abandoned them in favor of opening the drawers and perusing their contents, "Hmmm...very interesting!" The medic let out a deep chuckle.

"What?" asked Bee, looking around the room, seeing if there was anything worth taking with them.

Knockout shut the drawer and walked away from the scout ignoring his inquiry, still upset at having his advances refused.

"Knockout," groaned Bee, "I wasn't trying to be short with you. If we had gotten caught in the hallway, we would have been put back in, this time with higher security. Our best chance is to get out the first time we try," Bee had been walking closer to the mech, and put a servo on his shoulder. "I didn't want to torque you off. I'm sorry," blue optics were mournful, he truly didn't mean to upset Knockout.

The medic didn't turn, hiding his growing smile from the scout. He shrugged off the servo from his shoulder, and went over to the door. Turning, with his optics glowing in the room's darkened interior, he said sultrily, "An apology won't cut it, come over here and show me how sorry you really are."

Bee's expression turned into a good-natured smirk, and went forward, until Knockout was pinned against the wall. He started running a servo over known hotspots, and mouthing tantalizing at white audials, knowing full well what it would do to Knockout. "Valve or spike?" he whispered in between licks.

"Ah!...oh primus!" Knockout whimpered clutching at Bumblebee's shoulders. He ground his pelvic plating against the scout's and breathed out, "Surprise me~"

Bee grinned wickedly, and gave a suckle on Knockout's audial, before he started kissing his way down to his neck, switching to bites and licking between kisses. He traveled down the frame, until he got to Knockout's pelvic armor, and started laving the interface paneling.

Knockout braced himself against the door head falling back with a thump; he couldn't suppress his cry when Bee's glossa began stimulating his panel. "Ngh! W-we might have to-AH! Move this away from the d-door!" The medic managed to say in-between gasps, knowing that he would only be getting louder.

Bee stood up, pulled the mech over to the desk, and swept the datapads to the floor so Knockout could sit on it. Then he knelt down, and resumed his attentions on the mech.

Knockout opened his thighs to allow Bee access to his cover more easily, and braced himself up with his servos, enjoying his partner’s ministrations. The fact that they were doing this on a certain leader of the autobots desk just added to the pleasure of the experience for Knockout. Just wait until Starscream heard about this!

One of Bee's dark servos came up, fingering the seams in his hip, and then Bee pulled back, and tapped on the panel, "Open for me," he purred darkly, optics a darker azure than normal, displaying his desire.

The medic shivered, that voice! Primus help him, he felt like he would overload from just that alone! He quickly obeyed the scout and presented himself, eager to see what Bee would do next.

Bee ignored the valve, and lapped at the spike housing, before sucking on the tip that was already starting to show itself.

"Hah! Frag t-that feels so good!" Knockout groaned as his spike fully pressurized under Bumblebee's glossa.

"Of course it does." Notes of wickedness and seduction crept into his voice, and went back to the black spike with red bio-lights, licking a strip from base to tip, kissing one side while dragging his tongue along tracing out glyphs that spelled his name.

Knockout curled over with a hiss trying desperately to hold back his screams of pleasure and gripped Bee's shoulders tightly as shudders racked his body. He understood perfectly what Bee was spelling and didn't know whether to rap him across the helm for making such a blatant claim on his spike or whether to beg for the scout to continue 'writing' across his entire body.

The object of Bee's affections finally fully pressurized, Bee started taking the length into his mouth, sucking, then licking, and swallowing, each tightening of his mouth made him take a little more of the spike each time, oral lubricant from before helping him ease down. Occasionally, he would pull back, lightly dragging his denta over to increase the sensations of pleasure, before going down on Knockout again. Slowly, excruciatingly, he gulped down the spike, deep-throating him and sucking as hard as he could.

"AHHH! S-scrap!" Knockout bit down viciously on his bottom lip and mewled behind one servo while the other clawed at the table leaving deep gouges behind.

Bee continued with his ministrations, sliding all the way off the spike before taking it all the way in again, mimicking the way a valve would respond.

Knockout threw his helm back and gasped, his overload was building and he knew it wouldn't be long before it crashed over him, "Bee, I-I'm gonna-AH!"

Bee kept swallowing, the tightness rippling over the spike like a valve in overload, and when Knockout overloaded, the spike pumped jet after jet of transfluid. It went straight down to Bee's intake, the mech taking every bit of it down before coming off the spike and cleaning it with a few more laps of his glossa.

Knockout collapsed back onto the desk, intakes and cooling fans roaring. His chassis heaved and his optics were offlined as he tried to regain some sense of control after his processor shattering overload. He heard Bee rustling in front of him and quickly wrapped his legs around the yellow and black waist pulling him in closer as he smirked, "Don't go anywhere just yet, I want to return the favor."

"Is my apology accepted?" Bee teased.

"Hmm...Give me a kiss and all is forgiven!" Knockout grinned up at his mate.

Bee licked his lip-plates, and pressed up against Knockout, glossa pressing forward and into the other mech’s mouth, exploring the hot cavern, and running his glossa over Knockout's.

"Mmm!" The red mech moaned happily as he wrapped his arms around Bee and pulled him closer, feeling how hot the other's panel was.

One of Bee's free servos went to Knockout's left audial, petting it, while the other went to the spike still out in the open, tugging on it with calculated pulls.

Knockout whined his spike still sensitive, but couldn't resist pressing into his servos. Particularly the one on his audial.

Bee slid back from Knockout, and smiled gently at him, still circling the audial with his digits.

The red mech kept his pedes locked around Bee's waist, unwilling to let the scout go far and propped himself up with his servos. Smirking up at his partner he hummed, "Tell me what you want?"

"My valve is feeling a bit…neglected," Bee quirked back, dragging both hands down Knockout chest, digits searching under the chest plates where it formed a v.

"Well then, allow me to remedy that!" Knockout slid forward with a grin and rose to his pedes, turning Bumblebee around in the process. He pushed the scout back onto the desk and settled in between his thighs. Leaning forward, he began nipping at Bee's throat while his servos massaged the yellow and black mech's valve cover.

Bee melted into his touch, loving the attention. Not that Knockout wasn't ever an inattentive lover, but every once in a while, he liked things the other way around. "Well thank you, doctor." his voice coy and seductive, his pelvis pressing into Knockout’s servos.

The medic groaned and pawed at Bee's panel, silently asking for entrance while he plunged his glossa into the scout's mouth. He heatedly explored the sweet cavern of his mate, twirling their glossas together and tracing the other's sharp denta with finesse. Finally Knockout pulled back, panting harshly he smirked, "I love it when you call me doctor~"

Bee's intakes were cycling oxygen like there was no tomorrow (which there probably wouldn't be for them if they got caught) "Have a medical kink?" Bee teased.

"Mmm, just a bit." Knockout grinned and shifted back, "Now, be a good patient and open up for me!" He tapped impatiently on Bee's valve cover.

"Yes, doctor~" Bee darkened the word, and his paneling snapped back, revealing a pressurized spike and a dripping valve.

Knockout growled, and his engines revved involuntarily at the sound of Bumblebee's voice. Placing two digits at the scout's mouth he ordered, "Suck them, get them nice and wet for me."

Bee's glossa slipped out, dripping oral lubricants, laving at the digits before drawing them into his mouth, switching between light, little sucks, and gentle swipes of his glossa.

Knockout shuddered, suppressing a moan, and focused on Bee as he obediently wet his fingers and teased the sensors at the claw tips and in between his joints. Finally when he deemed them wet enough, Knockout pulled his digits away and circled them around Bumblebee's valve before plunging one finger in, mindful of his claw.

"Ah," Bee sighed sweetly, "feels good," his engine shifted into a higher gear, running at a higher pitch.

Knockout chuckled and pushed in his second digit, scissoring them gently and then searching for that sweet spot he knew would drive the scout crazy.

"U-up just a little-THERE!" Bee grinded down, still mindful that Knockout had sharp tips on his servos, unlike his own that still remained Autobot-styled.

Knockout grinned and purposefully missed the bundle of nerves and drew his fingertips back teasingly, "Tell me you love me first~" he sang as his other servo massaged Bee's inner thigh.

Bee's helm snapped up, and for a long moment, their optics met, and with as much sincerity as Optimus Prime giving one of his repetitive speeches on freedom, he spoke. "I love you, Knockout," and pressed forward, kissing the mech with as much intensity as he could muster.

Knockout's optics widened and he felt his spark stutter, he hadn't been sure if Bee would have taken him seriously or not and had almost expected the yellow mech to laugh him off or even get pissed for teasing him so, but this, this was so much better than he had hoped! Knockout pressed into the kiss, a whimper escaping his throat at the intensity from his partner. As a reward he plunged his digits back into Bee's awaiting valve and this time hit his target straight on, massaging it gently with his clawtips.

Bee pressed up and into the touch, incomplete gasps passing from him to the other mech, and opened his comm line. :: I really do love you, you know. ::

He restated, not sure if Knockout had taken him seriously. He did mean it, truly cared about the red mech, but wasn't sure how receptive Knockout would be to his affections.

Knockout broke off their kiss and pressed his helm to Bee's, :: I love you too... Bee, I--::

Knockout had to stop, coolant welling in his optics and emotions overwhelming him. He hadn't thought it possible to find another mate after Breakdown's death but he had, and Knockout was determined to show Bumblebee just how much the scout meant to him. Pulling back he moved his digits away from the leaking valve and lined his spike up with the stretched opening, "Are you ready?" he asked gently, gripping Bee's thighs in his servos.

"Always for you," he murmured back, gentle optics meeting red.

Knockout smiled, genuine and unguarded as he slowly pushed into his mate. He groaned as Bee's tight, silky, heat enveloped his throbbing spike and inch by inch he buried himself deep within the mech.  
Bee keened, hips lowering to help envelop the others spike, "Feels so good in me," he managed to get out, voice shaking.

Knockout bottomed out and held himself still, taking a moment to study his partner's face. He released his hold on one thigh and brought his servo up to slowly trace a claw across Bee's lips, and then gently traced it up his heated cheek plates. "It always feels good to be in you Bee… but it also feels good to move in and out of you as well!" The medic said cheekily as he pulled back slowly and then thrust quickly back into the clenching valve, creating a steady pace.

"Recommend that as my personal physician?" Bee asked, timing his hips with the other mech, a strenuous smile from his actions painting itself on his face plates.

"Of course, and you know that the doctor always knows best~!" He punctuated his statement with a hard thrust pressing right up into Bee's pleasure spot.

Bee's helm fell back gracefully, lip plates open, and a silent scream pouring from his mouth. He hadn't forgotten where they were, and knew something that loud would give them away, so he offed his vocalizer at the last minute, instead comming the sound to Knockout, knowing that he would want to hear his response to the action.

::Liked that did you?::

Knockout smirked and redoubled his efforts as he plunged rapidly into Bee, hitting that bundle of nodes with each and every thrust. He couldn't resist lowering his helm and nipping at Bumblebee's lips, swallowing the other's pants, and darting his glossa teasingly into that willing mouth.

:: Like everything you do to me.::

Came the scout’s quick and honest answer, Bee far gone in all the sensations shooting through him, shivering and shaking. Tingles flew up his back struts, his spark zinging with input and pleasure signals, leading him quickly to the edge of ecstasy.

:: Careful, all this praise is likely to go straight to my helm.::

The medic teased, truthfully pleased with all the complements he was getting. Knockout could sense that Bee's overload was near by the way his valve clenched and fluttered against his spike, almost as if it were trying to draw him in and keep him there. Increasing the intensity of his thrusts Knockout bent his helm and sank his denta deep into the sensitive neck cables at the juncture where Bee's neck met his shoulder plates. 

Bee couldn't help the airy moan that escaped from him. The yellow and black mech arched up in bliss as his optics whited out from a super-nova of energy bursting from his spark where charge from his frame was stored. Waves crashed over him, the first hitting him like a tsunami, his valve clenching down on the hard spike deep inside him. The pain from the bite also registered, providing a wonderful counter-melody to the other sensations registering. Sending all of his vocalizations over their private comm, he trembled, the overload lasting an eternity in a few short minutes before he came down, vents pouring out and intaking air loudly in the small space.

::FRAG!::

Knockout swore as Bumblebee's intense overload crashed through him, making the already tight valve clench down and trigger his own. The medic's EM field surged and he could feel it merge with the scout's, heightening his own experience. Shots of transfluid poured from his spike and he made sure to hold himself deep within Bee, so that the yellow and black bot was filled to the brim.

Coming down from the high, he could feel fluids swishing around in his valve and internals. :: Haha,:: 

Bee laughed, labored, :: Thank you very much, doctor. ::

His tone relaxed and sounding sated. He sighed deeply, grinning in contentment. The bite stung a bit, but Bee rather liked it. The scout had a thing for biting and being bitten and Knockout obliged him, not minding a small amount of pain himself.

::My pleasure, remember to come back and see me for your follow up.::

Knockout chuckled slightly as he gently pulled out, and released a gush of fluids that dribbled onto Optimus' desk. He smirked at the sight and wished more than anything to see the righteous leader's reaction when he discovered it.

Bee gave a small sound, and then looking at the desk he was reminded of something. :: You saw something in a drawer earlier. What was it? ::

Knockout dragged a clawtip through the fluids leaking out of Bee's valve and licked it with a smirk, "Oh nothing, just a personal effect that happens to reveal the identity of the bot who uses this office." The medic couldn't contain his snickers of glee.

"What kind of item?" one of Bee's optics ridges rose in question.

Knockout reached over and opened the drawer, pulling out a familiar weapon that Optimus had been fond of using in battle. This, along with several folders and notes that had the name of the autobot on it, was enough to convince Knockout that they were indeed in Optimus Prime's office. He held up the weapon for Bee to see, a triumphant gleam in his eye, "Recognize this?" he purred.

"That's…that's Optimus'…old short sword. He got if from Megatronus-back when, well, he got it when they were still friends," Bee took the blade from Knockout, "he used to tell me stories when I was a youngling about this, and his…'old friend' that gave it to him. Must've had it taken out and replaced later on in the war," Bee's optics took on a nostalgic quality, with a hint of sorrow.

Knockout's smirk dropped as he realized that the idea of fragging on top of the Optimus' desk was not something that Bee would view as hilarious as he did. He knew that Bee was practically raised by the prime, and wondered how the mech would react when he fully realized what they had just done.

Bee dropped the blade back into the drawer, then kicked it shut with a pede. He got out a rag and started wiping at the mess between his legs. "I…I don't…want…sorry," Bee said, sliding off the desk then wiping up the evidence, more memories playing in a loop from thinking about his adoptive father.

Knockout gently gripped Bee's servo in his and took the rag from him, continuing to clean up the desk until all traces were gone. "No, I'm sorry. I should have realized what this would have meant to you but I was too caught up in my own revenge to realize it." The medic sighed and began picking up the scattered datapads from the floor, placing them nicely back on the clean desk.

"I get why it would be funny Knockout. Really, I do. Pits, even I think it's kinda funny. But the more I think about it, the more I can't stand it. I mean, he was nothing but the best father anyone alive could have ever asked for. And… and I took the opposite stand on the war. I didn't have much of a choice at the time, but I still did it, instead of being loyal like him to the end. There were so many things running through my mind at the time-I-damn it. Let's just…let's just get out of here, too many memories." Bee said walking over to the door, pressing his audial back to it, and listening to see if anyone was outside. "No bot there. Let's go."

Knockout bit his lip and felt his spark falter. That was it; it was exactly what Knockout had been waiting for. Despite Bee's professed love there was no way it could have worked out for them. It had been too good to be true when Bumblebee had switched over to the decepticon side. Knockout knew that there was no way it could've lasted; the scout was bound to leave again sooner or later. Stupid! The medic berated himself as he followed the scout out of the room. He knew better than to get close, every time he let his guard down, every fragging time he made himself vulnerable his spark ended up ripped in two. Well no more, this was the last time anyone would ever hurt him, he knew Bee probably loved him right now, in the moment, but he would inevitably leave him alone just like Breakdown did. Knockout closed off his spark, resolved to protect himself from the hurt that was sure to come.

Bee, seeming to sense Knockout's distress, took his servo and squeezed it. "If this is Optimus' office, then we're close to the Medbay. And if we're close to the Medbay, we'll be close to a vehicle exit, it helps Ratchet get patients in and out easily." Bee relayed, knowing Ratchet's habits. “Just avoid being seen, and we’ll be able to get out and comm the ship. Easy,” Bee smiled, and unlocked the door. “Stay close.” he gave a nod to Knockout.

Knockout nodded back and mustered, "Great, we're almost home free!" injecting enough cheerfulness into his voice and squeezing Bee's servo so that the other bot would sense nothing amiss.

Bee opened the door, leading the way out through the hall. Once, they froze, Bee hearing Ratchet curse from the medbay, before hearing a loud clang, then silence. :: Someone must've gotten hurt, Ratchet only cusses like that when someone does something dumb. That clang you heard was him clapping someone on the helm with the wrench of doom. ::

Bee explained, before leading further down the hallway. ::Ah, there. ::

Bee pointed to a human sized hallway that was abnormally wide. ::That would be our way out. ::

He turned back to Knockout, then back to the control room, no one in sight. "Let's get out of here."

"I'm right behind you." Knockout whispered keeping a close optic on their surroundings, a bit nervous that Ratchet would stumble upon them and decide to clang him upside the helm as well.

Bee transformed, and accelerated towards the hallway, picking up speed.

Knockout wasted no time and transformed too, immediately following after the scout. He raced side by side with his partner revving his engine excitedly when they burst through the exit.

It was night out, and Bee hanged a left, leading them onto the freeway and far away to safety.


	3. Through The Storm

**Summary for the Chapter:**

> Bee and Knockout after escaping the base need to have a talk. A talk Knockout most certainly does not want to have. Too bad Bee is an intuitive little fragger and gets it out of the red mech anyway. And Knockout also learns something from Bee that makes him question what side he needs to be on. Hiddles, if you wanna add something, go ahead and use the edit and add something in the description or notes.

Knockout's windshield wipers flew furiously across his vision as he tried to see past the torrent of water that pelted down on him. His tires splashed through the water that flooded the street, and he tried to keep a visual on Bumblebee's tail-lights as the Camaro sped in front of him.

:: I can't get through to the ship in this storm,:: Bee commed, :: We'll have to wait it out. Five miles north, just off a dirt road, is one of our old mines. We can use it to get out of this storm:: He sent a data ping with a location.

:: Sounds good to me, anything would be better than driving in this pits-damned storm.:: Knockout commed back, annoyed from the mud that was splashing on his undercarriage.

Bumblebee led the way, turning off the road a few minutes later, leading them to a cave entrance hidden by a natural alcove. He transformed and stepped inside, pedes getting streaked with mud.

"Ugh, it's going to take me forever to scrub all this mud from my seams! I fragging hate this planet's weather!" Knockout griped shaking the rain from his frame and wiping the moisture from his face. The medic walked past Bumblebee and went deeper into the cave's interior, getting as far away as he could from the howling storm.

Bee shook his head, a small smile on his face, and took out a handful of cleaning rags. He held his servo out into the rain, and let them get good and sopping wet, before wringing out the excess and trailing after Knockout.

The medic had his back turned to his companion, and was too busy grumbling to himself to notice the other's approach.

"Knockout," Bee said, as the medic turned to look at him, he held up the wet rags, "I know it's not a good substitute for real wash racks, but I can at least get the dirt off of you."

Knockout grinned and stepped closer to the scout, "I knew there was a reason I loved you," he purred happily. He may have decided to distance himself emotionally, but there was no reason he shouldn't still enjoy the physical touch of the Camaro. After all, if the scout was going to leave soon, then Knockout should enjoy his company while he still could.

Bee frowned. Loved? Past tense? His confusion made itself known on his face plates as his head cocked to the side, and an unsure, curious expression wound his lips into something akin to a frown.

Knockout stared up in confusion, wondering what had made Bee pause, and figured that the scout had been teasing, "Here, give me the rags, I'll wash myself." he tried to take the cloths from Bee's servos but the scout wouldn't release his grip on them.

"You said…loved. Past tense," Bee stated, picking up a cloth from the tangle of them, and starting to wipe down the door on the medic's arm. He carefully wiped off dirt and grit, making sure to clean the seams of the debris.

Knockout's optics widened as he quickly replayed what he had said, and winced as he realized Bee was right. 'Real smooth, Knockout!' the red medic thought angrily but outwardly grinned in an easy manner, relaxing into Bee's touch, "Oh? It must have been a, 'slip of the tongue,' as the humans are fond of saying."

Bee continued, traveling further up the medic’s arm, into the shoulder plates, switching the sides of the cloth too. "You and I both know that you only do that when you're thinking about something…extreme," he finished, while stopping to pick a rock out of a seam, and flicking it to the ground, continuing closer to Knockout's chest area.

Knockout frowned, "As perfect as I am, Bumblebee, I can make the occasional mistake. It's quite rare of course, but it does happen." the medic bluffed, trying to avoid Bee's knowing optics, and focused instead on the black chassis in front of him.

"Knockout," Bee started, working his way across the red mech's chest plates, not sure how to put his words together.

Knockout pressed into Bee's touch, slightly panicked that the scout was going to persist in badgering him on the matter until Knockout finally broke down and, Primus forbid, discussed his feelings with him. He did the one thing he knew that was guaranteed to shut the mech up. Shifting forward, Knockout pressed a kiss to Bee's mouth, coaxing him to open up as he ran his glossa across his bottom lip.

Bee responded suddenly and rather violently, servos dropping the rags, and one black servo gripping the 'v' in his chassis to pull him closer. The other arm wrapped around his lower back, gripping the grey metal near red bio-lights, and responding into the kiss, taking control.

Knockout gasped in surprise, moaning as Bee's glossa invaded his mouth. The scout wasn't usually so forceful but Knockout found that he liked it as Bee's iron grip kept him pinned to his yellow and black frame.

Bumblebee pulled back from the kiss, a somber but still aroused--an expression only Bee could ever manage to pull off--pair of red blue optics stared at blood red ones. "I want to hard line this time."

Knockout looked at Bee in surprise, optics flicking to the side as his mind raced. He chuckled nervously, "That's a bit sudden don't you think?" he tried to tug loose from Bumblebee's hold but was barely able to move an inch.

"You're not afraid or nervous about anything that makes an overload better," Bee stared at him, "so what's changed in the last few hours?"

"I didn't say I was afraid! I'm just...tired from earlier," Knockout winced as the obvious lie rolled from him glossa, but he continued nonetheless, "You really should try comming the Nemesis again, I think the storm's easing up now." The medic glanced at the mouth of the cave and nearly groaned as a particularly loud crash of thunder echoed outside.

"Please, Knockout," worry/anxiety/fear lashing in the black mechs field, "Tell me what's wrong."

Knockout's optics narrowed in anger and he shoved Bumblebee away, he hated that question! It was no ones business how he felt, he was a decepticon for pit's sake! He didn't go around discussing his feelings, but more than that, he hated how vulnerable he felt in front of Bee. The mech was so easily able to read him and Knockout knew that trusting the scout would make their inevitable separation so much harder to bear.

"Nothing is wrong!" he spat viciously, dodging Bee's servos and putting some distance in-between them.

"Something I've done has upset you," Bee said, in the same tone as before, "and I don't know what I've done, but I'm sorry. If it was me upsetting you back at their base when we were in the halls, I'm sorry! I don't think that's it, but I can't think of what else I've done in the last few hours to upset you so much."

Knockout snapped back in reply, "I told you I'm just tired, you haven't done anything other than annoy the slag out of me with your badgering!" The medic finished and immediately felt guilty as Bee's optics turned on their kicked puppy look.

Bee sighed, long knowing that if someone didn't want to tell you something, and you couldn't coax it out of them, you just had to wait until they were ready. He reached into his subspaces and pulled out a tarp, spreading it out on the ground, and then picked up the wet rags again. "Here, sit down, and I'll finish cleaning you up," he gestured to the space, sitting down on it, so that they wouldn’t pick up dry dirt with their wet frames.

Knockout eyed him suspiciously before sighing and walking over to Bee and settling down in front of him, his back facing the scout. Bringing his knee joints up to his chassis, he crossed his arms and relaxed his helm, guilt growing as Bee tenderly washed his back struts.

Bee finished with the back plating and went to work on the wheel wells, wiping dirt from the inside, and then cleaning the rims, the bright yellow starting to show up again.

Knockout moaned quietly as Bee massaged the rag over sensitive nodes, and dug his fingertips into transformation seams. Slag it, it wasn't fair that he couldn't stay mad at Bee, he would have felt better if he had retaliated or gotten angry at him!

Bee finished one tire and moved to the other, getting as much of the reddish brown muck off as he could.

Knockout pushed back into Bee's servos, knowing he would have to apologize but unsure how to go about it. It was such a sentimental autobot thing to do, but he couldn't stand how nice Bumblebee was treating him even after he had yelled at him unfairly.

Bee picked up the last of the clean rags, and did a once over of Knockout's back, picking up minute things he had missed. Placing his hand on Knockout's shoulder for support, he stood up.

 

"Knockout, I've got to go rinse these out, I'll be back in a minute," Bee said, picking up the muddy rags.

Knockout watched him leave and frowned, his brooding wasn't getting him anywhere so taking action was the next step. He wanted to interface with Bee, the enticing promise of hard lining would normally be irresistible, but he didn't know how well he could hide his fear, or his pain from the scout. Well, he was a decepticon, lying shouldn't be too much of a problem, and he would rather risk Bee sensing his emotions then having the mech distance himself from him in whatever little amount of time they had left with each other. Standing to his pedes, Knockout approached the mouth of the cave and waited for Bumblebee to turn around.

Bee walked out into the heavy rain, feeling it rush down his frame, washing the dirt off of him. He rinsed the cloths until they were more white than brown, and then just stood in the rain for a moment, watching lightning flash in the sky. The weather was unusual in this area, heavy rain was a rarity. The lightning, flashes of purples and blues, was something he never really bothered to watch. As his optics tracked a flash of lightning across the sky, it felt like the earth was mimicking the chaos in his spark.

Knockout studied Bumblebee as the rain pelted off his armor. He looked so lost standing out there by himself, rain sliding down his armor and helm upturned as he watched the sky. Knockout's spark clenched and without a thought for his finish, or the fact that Bumblebee had just dried off his plating, he darted out to the scout and grabbed him from behind, turning the mech around forcefully. He pulled Bumblebee down by the shoulders and crashed their lips together, EM field flaring with want and contrition.

Bee responded slowly, unsure what had brought this about, but was more than willing to accept what Knockout would give him. He subspaced the rags for later, and pressed back into the other mech, embracing him, feeling the other’s field and meshing it with his own.

"Love you," he managed to say between them, as they moved together.

"I'm sorry, I'm sorry," Knockout breathed between heated kisses, gasping for breath but unwilling to part from Bumblebee for long. He jumped up and wrapped his legs around Bee's waist, pressing every inch of his frame to the scout's and devouring his deep groans.

Bee carried the other mech back into the cave, and sat on the tarp, which put Knockout in his lap. His servos groped up to the others tires, digging into seams and teasing hotspots, caressing the wires that his blunt digits could reach. His engine gave a rev, a hungry sound that echoed in the caves.

Knockout arched against him, panel heating as Bee's possessive touch pulled him close, and tweaked knowingly at sensitive wires. He grinded his valve cover against Bee's spike panel and kissed him hungrily, glossa invading and caressing the inside of the scout's mouth.

Bee gave a light suckle on his glossa, hips lifting to move in time with the other, a moan bubbling up from his vocalizer as his frame continued to heat up, water from the rain steaming up. Black paint gleamed under what little light they had, as the red mech above him continued to bare down on him.

Knockout nipped lightly on Bumblebee's lips as he pulled back and shifted his chassis plates open, revealing his hard line cable, and giving Bee a grin.

Bee smiled and popped a panel open with connecters. He took the one from Knockout, holding it delicately between his denta and licking the connective tip, while spooling out his own and handing it to the medic.

Knockout shuddered with a loud keen, gripping Bumblebee's shoulder plates tight as his hard line was stimulated. He took Bee's cable and quickly connected it into his receiving port so the scout could feel how hot he was making him.

Bee gave a wicked smile, and plugged Knockout's cable into his side, and started transmitting the sensations that were traveling though him.

"Ah-ah!" Knockout jolted at the extra sensations flooding his systems, panting harshly as Bumblebee's arousal and heat permeated his frame. He dug his claws into the yellow armor and shouted as he felt the slight pain and pleasure it caused in Bee coursing back through his sensors.

"The feedback's great, isn't it?" Bee remarked, started to send over emotions, affection, want, and love coursed over the connections like wildfire. Bee's servos wandered across the other’s frame, digging in at pelvic seams, feeling something wet that he knew slagging well wasn't water from the rain.

"Y-yes!" Knockout gasped as an onslaught of emotion overwhelmed his spark, making it pulse as he felt the depth of Bee's love. It felt like a knife had stabbed him deep in the chest plates and twisted cruelly, he nearly sobbed as he realized how much of a mistake it had been to think he could have hard lined without it affecting his emotions.

He fought to keep his pain at bay as he struggled to fool himself into thinking that Bee would stay with him forever. However, the medic's control began to falter as he felt Bumblebee toying with his valve cover, and he buried his helm into the scout's neck desperate to distract himself.

The throbs of energy turned soothing, as Bee kept up his assault of pleasure on Knockout's frame, always paying close attention to what triggered the mech to send bursts of burning arousal.

Knockout shivered under Bee's servos and bit at his neck cables, sucking and licking his way across the mech's jaw as he grinded down on the scouts spike panel.

"Aaah!" Bee's moan made his body vibrate, sending charge coursing through their circuits, as his panel slid back, spike pressurizing quickly. He circled Knockout's valve panel teasingly, fingering the main seam where the most lubricant was seeping out.

"Open for me, please," Bee's voice caressed the other's audials, a command as much as a plea.

Knockout's panel slid back before the other mech could even finish his sentence. He pressed a burning kiss to Bumblebee's mouth, fingers running down the scout's back as he gripped and rubbed his armor and back struts. Knockout sent a volley of lust and need at Bumblebee as he impatiently rubbed against Bee's servo, moaning into their kiss.

Bumblebee coated his digits in oozing, warm lubricant, dipping two fingers in, rubbing as many pleasure nodes as he could find, kissing back fiercely, curling and twisting his servo to hit different sensors, the liquid dripping out and coating his servo.

"You must," he pressed deeper into that hot valve, "really be," a lick to Knockout's audials, "running hot this time," his digits played havoc on the medics internals, voice rumbling with pleasure.

Knockout shouted in pleasure, sultry voice ringing throughout the cave, and pressed down on Bee's thick fingers. He whimpered as the Camaro teased his ceiling nodes on the inside of his valve, and amped up his EM field, making sure the other mech could feel just how good it felt to be stretched and pressed hard against the black and yellow chassis.

Bee added another digit, curling all three deep inside to gently massage the ceiling node, careful never to press too hard to send the other into overload. With Knockout breaking the kiss, Bee attacked the vulnerable, ivory neck, nipping and biting, sucking and licking, beginning to pump his digits in and out of the medic’s valve faster.

"F-frag-!" Knockout gasped brokenly as he began to push himself up and down on Bee's digits, moaning as the scout attacked his neck. "I-I'm not the only one," Knockout smirked in reply to Bee's earlier statement and clenched purposely around the digits buried deep within him.

"Mmm," Bee agreed, pulling his fingers out, a wet sound squelching as they exited. He shifted the medic in his hold, positioning him above his spike, letting him sink down slowly.

"Come on!" Knockout whined, placing his servos over Bumblebee's that were gripping his waist and controlling his descent. He was plenty stretched from earlier and the Camaro knew it too as he grinned up at Knockout, smug satisfaction radiating over his hard line.

Bee dropped the medic, impaling him on his spike, his digits coming up to his mouth to lick off Knockout's lubricant right in front of him.

Knockout's optics focused on Bumblebee's mouth, gaze intense as he growled deep within the back of his vocalizer. Leaning forward he licked at Bumblebee's lips where his lubricant had smeared and darted his glossa teasingly into Bee's mouth. All the while he circled his hips, clenching rhythmically around Bumblebee's spike, and clutching the yellow and black helm in his servos.

Bee groaned in absolute satisfaction, grinding his hips in a circle to trip more of Knockout's sensors, feeling beads of liquid sliding down his pelvic array. His spark sang with the joy of being so close to Knockout, the first true jolt of spark energy shifting down the lines, sending unconditional love, arousal, and the strength of his want. His servos rested on Knockout's hips, and he lifted the medic, squeezing down on them, giving the other mech warning, waiting until just the tip was inside, before slamming the medic down, sheathing himself completely, and hitting the ceiling node dead on.

"AHH!" Knockout screamed out as his valve sensors lit up with fiery stimulation, his soft metal walls rippled and clenched as Bumblebee thrusted into him repeatedly, hitting his node every single time and activating every pleasure spot along on the way. His spark whirled in its chest as Bumblebee's spark energy filtered in, and unconsciously his own spark reacted, showing the Camaro the same depth of love and affection he held for the scout and just how much his frame ached for his touch.

Bee panted, moans filtering through with each drop of the other sports car, sending an inquiry to the other, when he felt just how much he actually cared, wondering why Knockout had been so distant. Bee shuddered, the input/output ratio pushing him closer to the edge of overload much faster than their movements would normally. One thrust, two, three, and he fell over the edge, a twisted shout mangled its way up from his vocalizer, broken sounding, as Bee overloaded.

Knockout cried out, having no time to respond to Bee's inquiry as the overwhelming rush of the scout's overload surged through their connection and his valve was filled, overflowing with transfluid. He held onto Bumblebee tightly, mouth open in a silent scream as his own overload crashed through him and completely fried his processor, reducing him to a trembling mess in Bee's lap.

Ex-venting harshly, Bee moved his arms up, hugging the medic to him.

"So, what was earlier about?" Bee questioned, still not all in his own head, pressing his curiosity over the connection.

Knockout lay limp in Bee's arms, still shaking from the aftershocks of such an intense overload. He felt coolant leak from the corners of his optics as Bee's question brought back his earlier pain. The realization that the scout would be abandoning him to join back with the autobots coursed through his processor, but Knockout was too late to repress it as he belatedly realized that they were still connected.

Bee stiffened as the somewhat thought drifted across his processor. And everything made sense.

"Oh, oh Knockout," he sighed, starting to rock the mech in his embrace, "I'm not leaving you," he said, pushing that truth over, with all the determination, love, and sympathy he could muster, servos rubbing gently at the medics back, soothing him.

Knockout couldn't resist against his hold even if he tried, for one Bee was still buried deep within him, which made the rocking very pleasant indeed, and for another, the sincerity of the statement hit him at full force and he knew that Bumblebee was telling the truth and not merely placating him. "You might not believe so now, but I can tell, you're not meant to be on our side. It was a miracle you even switched in the first place, the only thing decepticon about you is your unhealthy appetite for fragging," Knockout smirked up at Bee's concerned optics, he gently kissed Bee's chassis and rubbed his helm across the heated metal, "Don't worry about me, when the time comes I'll be fine, let's just enjoy what we have for now, okay?" He said somewhat desperately, trying to convince Bumblebee as much as he was trying to convince himself.

 "Maybe I'll seduce you and bring you back home with me," Bee grinned at him.

Knockout huffed and gave Bee an incredulous look, "Really now, me amongst the autobots? They already have a medic, I'd have no place there and certainly would not be welcome."

"…that's not necessarily true," Bee said, a more serious tone.

Knockout shifted against Bee's arms, gently pulling himself off of the mech's spike and releasing a flood of lubricant down his thighs. "Hmph, I’ve always hated this part," he muttered as he sat down in front of Bumblebee, knees apart and giving the Camaro a nice view of his valve. Requesting Bee for a rag, and smiling in thanks when the other mech handed it over, Knockout began wiping himself down. Giving Bee a brief glance he hummed, "I know Optimus is supposed to be all-forgiving and all that slag, but really, I've done my fair share of mutilation and torture on his comrades, I doubt Prime wants me anywhere near his team unless I'm locked in cuffs and behind bars."

 Bee gently unplugged them from each other, and rubbed his clean servo against his helm.

"Knockout, when was the last time you ran a check on your spark coding?"

"I'll have you know I'm up to date," Knockout said as he recoiled his own line and shook his helm, "Honestly, I am a medic."

"Check your coding that lets you spark bond to another Cybertronian," Bee gazed at Knockout, optics narrowed, his field serious.

Knockout paused in his clean up and looked at Bee for a moment. "Okay, any particular reason?" He asked as he slowly began the necessary diagnostics.

"If you don't turn up anything, don't worry about it. But if it comes up negative for that piece of programming…" Bee trailed off, looking down, a habit he was known for doing when he wasn't sure of himself.

Knockout smiled, slightly amused and baffled at what the Camaro was trying to say until an alert pinged on his cpu and he took a closer look at what his reports were saying. "What the frag?" Knockout muttered as he took a closer look at what he was seeing and piecing together what Bumblebee had been trying to hint at. "That's not...how did you- how long have you known?!" Knockout demanded in disbelief, trying to get a grip on the situation.

"The first time I encountered you," Bee admitted, "I'd been damaged by fighting the drones, and Ratchet insisted on a full systems check, and he found it," Bee gave a stuttering laugh, "I knew it could possibly be one of the drones I had fought, since they have sparks too, but I just KNEW it was you," he smiled weakly at the medic. "And, after Breakdown dying, I just…had to make sure you were ok."

Knockout flicked his gaze away and stared at his pedes as Bumblebee's words sunk in. "You switched sides...because of me?" he whispered staring up into Bee's optics again.

"Yeah. A spark resonant couple is a…rare thing. And, well, you had just lost the 'bot most important to you, I wanted to make sure that you didn't…do something stupid," Bee admitted, cleaning his pelvic array before tucking everything away.

Knockout bowed his helm at the mention of Breakdown, it still hurt, it probably always would, but Bumblebee's presence had acted as a balm that soothed his wounds and actually made him feel...happy. Knockout guessed he knew why now, he still couldn't believe that he had spark resonated with another bot. He absently closed his interface panel, and gazed at Bumblebee for a moment, "I'm not sure what to say right now..." he admitted quietly, hugging his knees to his chest.

"I've seen a resonant couple before," Bee explained kneeling by Knockout. "What they share is something really special. If I have the chance to have something similar…I'm not going to pass it up," he hugged the crimson mech, spark humming happily at being so close to its resonant counterpart. "It doesn't mean we have to spark bond a.s.a.p. But I'd hope you would think about it, later on."

Knockout felt his processor drift over the possibility, bonding with Bumblebee sounded nice but he knew they wouldn't be able to part after that, so inevitably they would need to pick a side. Bumblebee belonged with the autobots and Knockout had his own personal reasons for joining the decepticons. It was a lot to think about and he would need time to adjust, but deep in his spark he knew that he wouldn't be able to let Bumblebee go, now that he knew they were meant to be together.

"Wherever you go, I'm going, so don't worry about choosing," Bee said softly, "I'm here and I've got you," he assured him, affection in his EM field.

Knockout squeezed him back tightly, "I love you," he murmured into his neck, planting a kiss on his neck cables.

"I love you too," Bee nuzzled against him, and gently unwound himself from the other mech, pulling a blanket out of his subspace. He carried essentials with him everywhere knowing they could always come in handy. He pushed Knockout down and spread the mech out so it covered both of them, lying on his side, an arm around Knockout's waist.

"I take it we're sleeping here tonight then," Knockout sighed as he burrowed into Bee's arms and listened to the reassuring sound of his spark whirling in its chamber.

"Well, we can't get into contact with the ship," Bee gave a little laugh, reveling in the feeling of holding Knockout, "but when we get back, I'll be sure to give you a good cleaning in real wash racks."

"I'm holding you to that!" Knockout said quickly before Bee could take it back, "And I want a nice, long, thorough washing!"

"I'll be very, very thorough," Bee promised in a dark tone.

Knockout grinned and purred, "I look forward to it!"

Bee just shook his head, holding Knockout closer.

**Author's Note:**

> Anyway, we'll be doing a second part sometime, and we hope you enjoyed this fic~


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